1996 STOCK OPTION PLAN
(As Amended and Restated, Effective May 1, 1997)
1. Purpose of Plan
The purpose of the Plan is to assist the Company in retaining valued employees, officers and directors by offering
them a greater stake in the Company's success and a closer identity with it, and to aid in attracting individuals
whose services would be helpful to the Company and would contribute to its success.
(a) "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For purposes of this definition, the term "control,"
including its correlative terms "controlled by" and "under common control with," mean, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise.
(b) "Board" means the board of directors of the Sponsor.
(c) "Cash Right" means any right to receive cash in lieu of Shares granted under the Plan and described in
(d) "Cause" means:
(i) for an employee of a Company, a finding by the Committee, after full consideration of the facts presented on
behalf of both the Company and the employee, that the employee has breached his employment contract with a
Company, has disclosed trade secrets of a Company or has been engaged in any sort of disloyalty to a
Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven dishonesty
in the course of his employment.
(ii) for a Non-Employee Director, a finding by the Committee, after full consideration of the facts presented on
behalf of both the Company and the Director, that such Non-Employee Director has disclosed trade secrets of a
Company, or has been engaged in any sort of disloyalty to a Company, including, without
limitation, fraud, embezzl